exv10w21






Exhibit 10.21




December
21, 2009




Mr. Lawrence J. Burian

Madison Square Garden, Inc.

Two Pennsylvania Plaza

New York, NY 10022




Dear Lawrence:




     This letter will confirm the terms of your employment by Madison Square Garden, Inc. (the
“Company”), effective as of the consummation of the spin-off of the Company from Cablevision
Systems Corporation (the “Effective Date”).



     Your title will be Executive Vice President, General Counsel & Secretary and you will report
to the President and Chief Executive Officer. You agree to devote substantially all of your
business time and attention to the business and affairs of the Company.



     Your annual base salary will be a minimum of $600,000, subject to annual review and potential
increase by the Compensation Committee of the Board of Directors of the Company in its sole
discretion. You will also be eligible to participate in our discretionary annual bonus program
with an annual target bonus opportunity equal to 60% of salary. Bonus payments are based on actual
salary dollars paid during the year and depend on a number of factors including Company, unit and
individual performance. However, the decision of whether or not to pay a bonus, and the amount of
that bonus, if any, is made by the Compensation Committee in its sole discretion. Bonuses are
typically paid early in the subsequent calendar year. In order to receive a bonus, you must be
employed by the Company at the time bonuses are being paid. Your annual base salary and annual
bonus target (as each may be increased from time to time in the Compensation Committee’s sole
discretion) will not be reduced during the term of this letter.



     You will be eligible to participate in such long-term incentive programs as are made available
to similarly situated executives at the Company. It is expected that such awards will consist of
annual grants of cash and/or equity awards with an annual target value of not less than $600,000,
as determined by the Compensation Committee. Any such awards would be subject to actual grant to
you by the Compensation Committee in its sole discretion, would be pursuant to the applicable plan
document and would be subject to terms and conditions established by the Compensation Committee in
its sole discretion that would be detailed in separate agreements you would receive after any award
is actually made.



 









 





     You will also remain eligible for our standard benefits programs at the levels that are made
available to similarly situated executives at the Company. Participation in our benefits programs
is subject to meeting the relevant eligibility requirements, payment of the required premiums and
the terms of the plans themselves.



     If your employment with the Company is terminated prior to the third anniversary of the
Effective Date (the “Expiration Date”) (i) by the Company (other than for “Cause”) or (ii) by you
for “Good Reason” (other than if “Cause” then exists) then, subject to your execution and the
effectiveness of a severance agreement to the Company’s reasonable satisfaction (which will be
based on the Company’s standard form agreement which includes, without limitation, non-compete
(limited to one year), non-disparagement, non-solicitation, confidentiality, and further
cooperation obligations and restrictions on you as well as a general release by you of the Company
and its affiliates), the Company will provide you with the following:




	 	(1)	 	Severance in an amount to be determined by the Compensation Committee (the
“Severance Amount”), but in no event less than two (2) times the sum of your annual
base salary and your annual target bonus, each as in effect at the time your
employment terminates. Sixty percent (60%) of the Severance Amount will be payable to
you on the six-month anniversary of the date your employment so terminates (the
“Termination Date”) and the remaining forty percent (40%) of the Severance Amount will
be payable to you on the twelve-month anniversary of the Termination Date;
	 
	 	(2)	 	A prorated bonus based on the amount of your base salary actually earned by
you during the calendar year through the Termination Date, provided that such bonus,
if any, will be payable to you if and when such bonuses are generally paid to
similarly situated employees and will be based on your then current annual target
bonus as well as Company and your business unit performance as determined by the
Compensation Committee in its sole discretion, but without adjustment for your
individual
performance;
	 
	 	(3)	 	If, as of the Termination Date, annual bonuses had not yet generally been
paid to similarly situated employees with respect to the prior calendar year, a bonus
based on the amount of your base salary actually paid to you during such prior
calendar year, provided that such bonus, if any, will be payable to you if and when
such bonuses are generally paid to similarly situated employees and will be based on
your annual target bonus that was in effect with respect to such prior calendar year
as well as Company and your business unit performance as determined by the
Compensation Committee in its sole discretion, but without adjustment for your
individual performance;
	 
	 	(4)	 	Any vested stock options or stock appreciation rights that you may have
outstanding as of the Termination Date shall remain exercisable until the earlier of
(x) the three-year anniversary of the Termination Date and (y)




 









 






	 	 	 	the end of the original full stated term of the applicable award. This clause (4)
shall apply notwithstanding any shorter period to exercise provided for in any
applicable award letter outstanding at the time but shall not apply to shorten or
otherwise limit any longer period to exercise or other rights that would have
applied under any applicable award letter in the absence of this provision; and
	 
	 	(5)	 	The Compensation Committee will consider, in good faith, approving the
vesting of your then outstanding equity and cash incentive awards on a pro rata basis
(to reflect the portion of the applicable period during which you were an employee of
the Company), provided that, to the extent any such awards are subject to any
performance criteria, any such pro rata vested portion as may be approved by the
Compensation Committee shall be payable/delivered only if when and to the same extent
as paid/delivered to other employees generally holding such awards subject to the
satisfaction of the performance criteria.





     In connection with any termination of your employment, except as specifically provided above,
any outstanding equity and cash incentive awards shall be treated in accordance with their terms.



     For purposes of this letter, “Cause” means your (i) commission of an act of fraud,
embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty
against the Company or an affiliate thereof, or (ii) commission of any act or omission that results
in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated
probation for any crime involving moral turpitude or any felony.



     For purposes of this letter, “Good Reason” means that (1) without your written consent, (A)
your base salary or annual target bonus (as each may be increased from time to time in the
Compensation Committee’s sole discretion) is reduced, or (B) your title is reduced from Executive
Vice President & General Counsel, or (C) you are no longer the Company’s most senior legal officer,
(2) you have given the Company written notice, referring specifically to this letter and
definition, that you do not consent to such action, (3) the Company has not corrected such action
within 30 days of receiving such notice, and (4) you voluntarily terminate your employment with the
Company within 90 days following the happening of the action described in subsection (1) above.



     This letter does not constitute a guarantee of employment for any definite period. Your
employment is at will and may be terminated by you or the Company at any time, with or without
notice or reason.



     The Company may withhold from any payment due to you any taxes required to be withheld under
any law, rule or regulation. If any payment otherwise due to you hereunder would result in the
imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code, the Company will
instead pay you either (i) such amount or (ii) the maximum amount that could be paid to you without
the imposition of the excise tax, depending on whichever amount results in your receiving the
greater amount of after-tax



 









 







proceeds. In the event that the payments and benefits payable to you would be reduced as
provided in the previous sentence, then such reduction will be determined in a manner which has the
least economic cost to you and, to the extent the economic cost is equivalent, such payments or
benefits will be reduced in the inverse order of when the payments or benefits would have been made
to you until the reduction specified is achieved.



     If and to the extent that any payment or benefit under this letter, or any plan, award or
arrangement of the Company or its affiliates, is determined by the Company to constitute
“non-qualified deferred compensation” subject to Section 409A of the Internal Revenue Code
(“Section 409A”) and is payable to you by reason of your termination of employment, then (a) such
payment or benefit shall be made or provided to you only upon a “separation from service” as
defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified
employee” (within the meaning of Section 409A as determined by the Company), such payment or
benefit shall not be made or provided before the date that is six months after the date of your
separation from service (or, if earlier than the expiration of such six month period, the date of
death). Any amount not paid or benefit not provided in respect of the six month period specified in
the preceding sentence will be paid to you in a lump sum or provided to you as soon as practicable
after the expiration of such six month period.



     To the extent you are entitled to any expense reimbursement from the Company that is subject
to Section 409A, (i) the amount of any such expenses eligible for reimbursement in one calendar
year shall not affect the expenses eligible for reimbursement in any other taxable year (except
under any lifetime limit applicable to expenses for medical care), (ii) in no event shall any such
expense be reimbursed after the last day of the calendar year following the calendar year in which
you incurred such expense, and (iii) in no event shall any right to reimbursement be subject to
liquidation or exchange for another benefit.



     This letter is personal to you and without the prior written consent of the Company shall not
be assignable by you otherwise than by will or the laws of descent and distribution. This letter
shall inure to the benefit of and be enforceable by your legal representatives. This letter shall
inure to the benefit of and be binding upon the Company and its successors and assigns.



     To the extent permitted by law, you and the Company waive any and all rights to a jury trial
with respect to any matter relating to this letter.



     This letter will be governed by and construed in accordance with the law of the State of New
York applicable to contracts made and to be performed entirely within that State.



     Both the Company and you hereby irrevocably submit to the jurisdiction of the courts of the
State of New York and the federal courts of the United States of America located in the State of
New York solely in respect of the interpretation and enforcement of the provisions of this letter,
and each of us hereby waives, and agrees not to assert, as a defense that either of us, as
appropriate, is not subject thereto or that the venue thereof



 









 







may not be appropriate. We each hereby agree that mailing of process or other papers in connection
with any such action or proceeding in any manner as may be permitted by law shall be valid and
sufficient service thereof.



     This letter may not be amended or modified otherwise than by a written agreement executed by
the parties hereto or their respective successors and legal representatives. The invalidity or
unenforceability of any provision of this letter shall not affect the validity or enforceability of
any other provision of this letter. It is the parties’ intention that this letter not be construed
more strictly with regard to you or the Company.



     You agree to keep this letter and its terms strictly confidential (unless it is made public by
the Company); provided that (1) you are authorized to make any disclosure required of you by any
federal, state or local laws or judicial proceedings, after providing the Company with prior
written notice and an opportunity to respond to such disclosure (unless such notice is prohibited
by law) and (2) you are authorized to disclose this letter and its terms to your legal, financial
and tax advisors and your representatives may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of this letter and all materials of any kind
(including opinions or other tax analyses) that are provided to you relating to such tax treatment
or structure.



     This letter reflects the entire understanding and agreement of you and the Company with
respect to the subject matter hereof and supersedes all prior understandings and agreements.



     This letter will automatically terminate, and be of no further force or effect, on the
Expiration Date (other than with respect to any rights which, by the terms of this letter, arose
before such date). At your request, as promptly as reasonably practicable within the 6-month
period prior to the Expiration Date, the Company will discuss with you in good faith the potential
extension of this letter and any proposed revised terms thereof.



	 	 	 	 	 
	 

	 	Sincerely,	 	 
	 
	 	 	 	 
	 

	 	/s/ Hank J. Ratner	 	 
	 

	 	 

Hank J. Ratner
	 	 
	 

	 	Title: President and Chief Executive Officer	 	 
	 

	 	Date: December 21, 2009	 	 






Accepted and Agreed:




	 	 	 
	/s/ Lawrence J. Burian
 

Lawrence J. Burian

	 	 
	Date: 12/21/09